Kiri Industries Ltd v Senda International Capital Ltd: Minority Shareholder Oppression & Share Valuation

In a suit between Kiri Industries Ltd and Senda International Capital Ltd, the Singapore International Commercial Court, with Justices Kannan Ramesh, Roger Giles, and Anselmo Reyes presiding, addressed the valuation of Kiri's shares in DyStar Global Holdings (Singapore) Pte Ltd following a finding of oppressive conduct by Senda. The court considered expert valuation approaches, the impact of risk events, and adjustments for various financial factors. The court preferred Ms. Harfouche's valuation approach, making adjustments for specific factors, and ordered Senda to purchase Kiri's shares.

1. Case Overview

1.1 Court

Singapore International Commercial Court

1.2 Outcome

Senda International Capital Ltd was ordered to purchase Kiri Industries Ltd’s shares in DyStar Global Holdings (Singapore) Pte Ltd.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Singapore court rules on share valuation in minority oppression suit, addressing valuation date, expert approaches, and risk factors.

1.7 Decision Date

20 December 2020

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
DyStar Global Holdings (Singapore) Pte Ltd	Defendant	Corporation	Neutral	Neutral	See Chern Yang of Drew & Napier LLC Audie Wong Cheng Siew of Drew & Napier LLC Teng Po Yew of Drew & Napier LLC
Kiri Industries Ltd	Plaintiff	Corporation	Shares to be purchased by Defendant	Partial	Lim Dao Kai of Allen & Gledhill LLP Dinesh Dhillon of Allen & Gledhill LLP Margaret Joan Ling of Allen & Gledhill LLP Dhivya Naidu of Allen & Gledhill LLP Teh Shi Ying of Allen & Gledhill LLP Han Jiajun of Allen & Gledhill LLP
Senda International Capital Ltd	Defendant	Corporation	Order to purchase shares	Lost	Toh Kian Sing of Rajah & Tann Singapore LLP Cheng Wai Yuen of Rajah & Tann Singapore LLP Soh Yu Xian of Rajah & Tann Singapore LLP Mark Chew Xiang of Rajah & Tann Singapore LLP Priscilla Lim Wee Teck of Rajah & Tann Singapore LLP Darren Yu Qianqian of Rajah & Tann Singapore LLP

3. Judges

Judge Name	Title	Delivered Judgment
Kannan Ramesh	Judge	Yes
Roger Giles	International Judge	No
Anselmo Reyes	International Judge	No

4. Counsels

Counsel Name	Organization
See Chern Yang	Drew & Napier LLC
Audie Wong Cheng Siew	Drew & Napier LLC
Teng Po Yew	Drew & Napier LLC
Lim Dao Kai	Allen & Gledhill LLP
Dinesh Dhillon	Allen & Gledhill LLP
Margaret Joan Ling	Allen & Gledhill LLP
Dhivya Naidu	Allen & Gledhill LLP
Teh Shi Ying	Allen & Gledhill LLP
Han Jiajun	Allen & Gledhill LLP
Toh Kian Sing	Rajah & Tann Singapore LLP
Cheng Wai Yuen	Rajah & Tann Singapore LLP
Soh Yu Xian	Rajah & Tann Singapore LLP
Mark Chew Xiang	Rajah & Tann Singapore LLP
Priscilla Lim Wee Teck	Rajah & Tann Singapore LLP
Darren Yu Qianqian	Rajah & Tann Singapore LLP

4. Facts

Senda was found to have engaged in oppressive conduct against Kiri.
Senda was ordered to purchase Kiri’s shares in DyStar.
Kiri’s shares were to be valued as at 3 July 2018.
The court had to determine the appropriate valuation approach.
The court had to consider the impact of various risk events on DyStar’s valuation.
The court had to consider adjustments to the discounted cash-flow approach.
The court had to consider adjustments for the Oppressive Acts.

5. Formal Citations

Kiri Industries Ltd v Senda International Capital Ltd and another, Suit No 4 of 2017, [2020] SGHC(I) 27
DyStar Global Holdings (Singapore) Pte Ltd v Kiri Industries and others and another suit, , [2018] 5 SLR 1
Senda International Capital Ltd v Kiri Industries Ltd and others and another appeal, , [2019] 2 SLR 1
Kiri Industries Ltd v Senda International Capital Ltd and another, , [2019] 4 SLR 1
Senda International Capital Ltd v Kiri Industries Ltd and others, , [2020] 2 SLR 1
Koh Keng Chew and others v Liew Kit Fah and others, , [2018] 3 SLR 312
Poh Fu Tek and others v Lee Shung Guan and others, , [2018] 4 SLR 425

6. Timeline

Date	Event
2017-01-01	Suit filed
2018-02-23	Explosion at Nanjing plant
2018-07-03	Valuation date
2019-03-04	DyStar received closure notice from GPCB for Ankleshwar plant
2019-03-12	Judgment issued that no minority discount for lack of control should be applied
2019-03-20	Kiri commenced claim in City Civil Court at Ahmedabad, India against DyStar Group's management
2019-05-01	DyStar received insurance pay-out
2019-05-09	Kiri commenced claim against DyStar for breach of agreement
2019-07-02	Expiration of Indigo 40% patents in 14 jurisdictions
2019-09-01	GPCB revoked closure notice for Ankleshwar plant
2020-02-12	Court of Appeal upheld decision that no minority discount for lack of control should be applied
2020-02-01	GPCB issued Consolidated Consent and Authorisation
2020-02-26	Valuation proceedings began
2020-07-01	Valuation proceedings concluded
2020-12-21	Judgment reserved

7. Legal Issues

Share Valuation
- Outcome: The court provided guidance on the appropriate valuation approach and adjustments to be made.
- Category: Substantive
- Sub-Issues:
  - Discounted cash-flow method
  - Market approach
  - Discount for lack of marketability
  - Country risk premium
  - Size premium
  - Tax rate
Minority Shareholder Oppression
- Outcome: The court previously found that Senda engaged in oppressive conduct against Kiri.
- Category: Substantive
Admissibility of Evidence
- Outcome: The court ruled on the admissibility of market reports and expert evidence.
- Category: Procedural
- Sub-Issues:
  - Hearsay
  - General hearsay
  - Specific hearsay

8. Remedies Sought

Buy-out order
Valuation of shares

9. Cause of Actions

Oppression of Minority Shareholders

10. Practice Areas

Commercial Litigation
Valuation Disputes

11. Industries

Chemicals
Manufacturing

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
DyStar Global Holdings (Singapore) Pte Ltd v Kiri Industries and others and another suit	Singapore International Commercial Court	Yes	[2018] 5 SLR 1	Singapore	Sets out the facts of the dispute and the findings of oppressive conduct.
Senda International Capital Ltd v Kiri Industries Ltd and others and another appeal	Court of Appeal	Yes	[2019] 2 SLR 1	Singapore	Upheld the findings on oppression and the valuation date.
Kiri Industries Ltd v Senda International Capital Ltd and another	Singapore International Commercial Court	Yes	[2019] 4 SLR 1	Singapore	Held that no minority discount for lack of control should be applied.
Senda International Capital Ltd v Kiri Industries Ltd and others	Court of Appeal	Yes	[2020] 2 SLR 1	Singapore	Upheld the decision that no minority discount for lack of control should be applied.
Koh Keng Chew and others v Liew Kit Fah and others	High Court	Yes	[2018] 3 SLR 312	Singapore	Discusses the court's discretion in setting the valuation date.
Poh Fu Tek and others v Lee Shung Guan and others	High Court	Yes	[2018] 4 SLR 425	Singapore	Discusses the consideration of post-valuation date events.
Saga Foodstuffs Manufacturing (Pte) Ltd v Best Food Pte Ltd	High Court	Yes	[1994] 3 SLR(R) 1013	Singapore	Deals with the admissibility of market survey reports as evidence of market opinion.
Wellform Construction Pte Ltd v Lay Sing Construction Pte Ltd	High Court	Yes	[2001] SGHC 12	Singapore	Considers a challenge to the admissibility of an auditor’s report.
JSI Shipping (S) Pte Ltd v Teofoongwonglcloong (a firm)	Court of Appeal	Yes	[2007] 4 SLR(R) 460	Singapore	Deals with the court’s duty to ensure that expert opinion is defensible and grounded in logic.
English Exporters Pty Ltd v Eldonwall	Chancery Division	Yes	[1973] 1 Ch 415	England and Wales	Discusses the evidence of an expert valuer and the sources of information they rely on.
Clack v Murray	Supreme Court of Western Australia	Yes	[2018] WASCA 120	Australia	Cited English Exporters with approval as a leading authority in the area of expert valuation.
Pownall & Ors v Conlan Management Pty Ltd as Trustee for the Kalbarri Trust	Supreme Court of Western Australia	Yes	[1995] WASC 117	Australia	Endorsed English Exporters and stressed that a valuer may not give factual evidence of transactions of which he has no direct knowledge.
R v Lupien	Supreme Court of Canada	Yes	[1970] SCR 263	Canada	Considers the admissibility of expert psychiatric opinion based on hearsay.
Anita Damu v Public Prosecutor	High Court	Yes	[2020] 3 SLR 825	Singapore	States the basis rule for expert evidence and its exceptions.
Gimpex Ltd v Unity Holdings Business Ltd and others and another appeal	Court of Appeal	Yes	[2015] 2 SLR 686	Singapore	Deals with the admissibility of hearsay evidence under the Evidence Act.
Wrotham Park Estate Co Ltd v Parkside Homes Ltd	Chancery Division	Yes	[1974] 1 WLR 798	England and Wales	Sets out the principle of Wrotham Park damages.
Turf Club Auto Emporium Pte Ltd and others v Yeo Boong Hua and others and another appeal	Court of Appeal	Yes	[2018] 2 SLR 655	Singapore	Endorses the Wrotham Park doctrine in Singapore.
HT SRL v Wee Shuo Woon	High Court	Yes	[2019] 5 SLR 245	Singapore	Endorses the Wrotham Park doctrine in Singapore.
One-Step (Support) Ltd v Morris-Garner	UK Supreme Court	Yes	[2018] 2 WLR 1353	United Kingdom	Addresses the method of compensation for breach of a restrictive covenant.
Thio Syn Kym Wendy and others v Thio Syn Pyn and another	High Court	Yes	[2018] SGHC 54	Singapore	Discusses the application of discounts for lack of control and lack of marketability.
Liew Kit Fah and others v Koh Keng Chew and others	Court of Appeal	Yes	[2020] 1 SLR 275	Singapore	Discusses the application of discounts for lack of control and lack of marketability.
Thio Syn Pyn v Thio Syn Kym Wendy and others and another appeal	Court of Appeal	Yes	[2019] SGCA 19	Singapore	Discusses the application of discounts for lack of control.

13. Applicable Rules

Rule Name
Rules of Court (Cap 322, R 5, 2014 Rev Ed)

14. Applicable Statutes

Statute Name	Jurisdiction
Evidence Act (Cap 97, 1997 Rev Ed)	Singapore
Indian Water (Prevention and Control of Pollution) Act 1974	India

15. Key Terms and Keywords

15.1 Key Terms

Oppression
Minority shareholder
Buy-out order
Share valuation
Discounted cash-flow
Market approach
Discount for lack of marketability
Country risk premium
Size premium
Longsheng Fees
Patent
Indigo 40% patents

15.2 Keywords

Oppression
Minority shareholder
Buy-out
Valuation
Shares
DyStar
Kiri Industries
Senda International Capital

17. Areas of Law

Area Name	Relevance Score
Minority Oppression	90
Company Law	75
Minority Shareholder Rights	70
Share Valuation	65
Evidence Law	60
Commercial Disputes	50
Damages	40
Lifting corporate veil	30
Contract Law	20
Arbitration	10

16. Subjects

Company Law
Valuation
Commercial Litigation